Over the Hill?
by Simspector
Summary: I was always curious as to what happened between CC leaving the house and being found in bed with Niles. I wish they'd shown us some of that scene! Here's my version of what happened in 'The Dummy Twins'. Please read and review!


CC Babcock smiled as she woke up. She felt ridiculously happy and completely satisfied. It was totally due to the man currently sleeping next to her. As she turned around to look at him, her grin widened.

She remembered feeling like it was the worst day of her life a mere fifteen hours ago. After Niles' speech on the stairs, she had felt like her entire life was a lie which had just been exposed. He was completely and devastatingly right about her. She had spent half her life pining for a man who was completely oblivious to her. She had had a series of short lived relationships, none of which had truly satisfied her. She turned forty not long ago, officially 'over the hill'. She had chuckled darkly to herself as she blew out the candles on her cake, telling herself that if _this_ is what her life had been like so far, she didn't want to see the other side. Hell, she was hospitalised for a mental breakdown only a year ago.

After she left the Sheffields, she drove numbly around the city in her BMW, not knowing where to go to escape the misery that was threatening to consume her. She had to find something to do. So, inevitably, she ended up at a bar.

Promptly downing a few drinks, she forced herself to stop. Alcohol was only a temporary solution. If Niles had done anything good for her, he had made her realise where her life was headed, and that she had to stop this trajectory towards alcoholism.

Well, she had quit her job, and that could be a step in the right direction. She had to distance herself from the number of painful memories that the Sheffield household contained. Perhaps it was time for a fresh start. Perhaps she wouldn't work for a while, maybe take a well earned holiday for a few months.

Yes, that sounded like a good idea. Maybe the holiday would take her mind off things. Off Niles. Oh God, that man was infuriating. He spent the last twenty years teasing her looks, her weight, calling her, of many things, a man and a cow, and utterly rejoicing in making her suffer. She really did hate him. How could she not? And how could he possibly expect her to marry him? Even after all the hurt he had caused her, he still thought that he had a chance with her? CC scoffed, but her breath caught in her throat as she realised that he might actually _love_ her. No…that was ridiculous. But it would explain his behaviour…

Oh dear. She was thinking about him again. Didn't she just promise herself that she would try to take her mind off of him? CC sighed. She knew that she couldn't truly move on until she spoke to Niles again, and asked him why the hell he had proposed to her. Until then, his proposals, and him, would consume her thoughts.

She paid and quickly left the bar, determined to speak to him one last time.

She entered the mansion and tiptoed to the kitchen, hoping that he would be there. He wasn't. It was dark and eerily silent. Normally he would be here at this time, washing the dishes or sneakily eating a slice of leftover dessert. It felt wrong not seeing him there and not being able to throw an insult at him. CC started as she realised that she was feeling sorry for him, and… what? Was she actually going to _miss_ him? She shook her head slightly and began climbing the stairs.

She reached Niles' door. Very softly, she knocked. She almost hoped that he wouldn't open it, because she had suddenly felt very afraid. There was a few moments of silence. Her fear slightly dissipated, and then Niles opened the door.

In that moment, CC's anxiety disappeared, replaced with sadness. Because she had seen the look of utter defeat and despair within Niles' blue eyes. And she knew that she was the cause of it.

"Niles-" she began.

"Miss Babcock, I'm really not in the mood to talk to anyone, least of all you. Please, go."

"Niles I just need to ask you one thing and I swear I'll leave-"

"I'm in no state to discuss anything. If you wanted to ask me something, you should have done it before you laughed in my face." He began to close the door.

"Wait! Please just listen to me. I'm sorry!"

At this blurted apology, Niles looked incredulously at her for a moment, and slowly opened the door again.

"If this is another prank, witch-"

"No, no it isn't." CC felt her heart lift when she heard the familiar insult. Perhaps he was softening towards her.

"Can I come in?"

He motioned for her to enter, then shut the door after her.

His room was small but immaculate. There were very few personal items, except for a few photographs of his family, and one of the Sheffield family and himself on his dresser. CC wasn't in it. She did feel a slight pang at that moment, remembering that she didn't truly belong here. But it only affirmed her belief that she must move on. She began to speak.

"Niles, I'm sorry that I made you feel this way… I-I'm sorry that I laughed in your face. It just wasn't what I was expecting, actually, it was the absolute _last_ thing I was expecting from you. You can understand how confused I am, right? I thought it was a joke at first…I really am sorry, Niles."

As she spoke, she saw his pained expression soften a little. This gave her more hope, and she pushed on, wanting to get everything out in the open.

"Why did you propose to me? Don't you hate me? I thought there was a rhythm to us, you know, you insult me and I insult you and we generally hate each other. _Why_ would you suddenly propose to me?"

Niles blinked and then said, as if it were the easiest thing in the world, "Because I love you Miss Babcock."

CC couldn't think of anything to say.

"Believe me, I was as shocked as you when I realised that I had fallen for you. But you must know that I never really meant all those insults. You're the most beautiful woman I've ever seen. I-I only insulted you because I knew you were too snobbish to care about a butler who does everything he's told. Maybe I took it too far-"

"You think?" CC snorted.

"But I've always felt attracted to you. Helplessly attracted to you. I can't help that I'm just a poor butler. If I could be like Maxwell, maybe I'd have a chance at getting you to look at me. But I used insults to get to you instead. And I'm afraid that they haven't exactly worked."

CC was still trying to get over his confession of love, and _oh my god, does he really think I'm beautiful?_

"Um, I…I really don't know what to say, Niles,' she began hesitatingly. "I never knew that you felt this way. You certainly managed to hide it well. I just… don't know if I feel the same way."

Niles' heartbroken expression returned. CC couldn't bear to see him like that.

"No! I didn't say that properly! What I meant was, I don't really know what love feels like. My parents never really showed much affection and I can't say that I've ever felt very strongly about the men I've dated. I just- don't know how I feel about you."

Niles wordlessly crossed the space between them, took her face in his hands and kissed her with all the passion he could muster. He tried to pour all his love and unspoken words into the kiss, hoping desperately that she would reciprocate.

Niles pulled away, leaving her breathless. She had never felt such passion, such longing and desire in a kiss before. It left a wonderful, warm, fluttery feeling in her chest, and she wanted more of it. Was this what love felt like?

"CC, please tell me you feel something for me too. If you can't say that you do, I think it's best, for both of us, if you leave now and stop torturing me."

"Yes, I do," she whispered, quite surprised at her confession.

"What?"

"I do feel something". She smiled at him, and brought her hand up to stroke his cheek. "I can't say _those_ words yet, but... I want to give us a try. Call me crazy," she gave him a pointed look and he kept his mouth shut, "but I think we have something good between us." At these words, Niles' heart soared and he dared to hope that one day, CC would say those three precious words to him. For now, all he could do was admire this gorgeous creature in front of him.

CC leaned forward and kissed him, at first gently, then feverishly, wrapping her arms around him and trying to touch every bit of him that she could. Niles, emboldened by her moves, easily lifted her up and span her around. CC broke the kiss and squealed with happiness. Niles grinned like a fool and slowly but determinedly carried her towards his bed.

CC giggled to herself when she came out of her reverie. How utterly unbelievable, that she would wake up in the room of her arch-nemesis, after _sleeping_ with him… multiple times over the course of the night.

Niles opened his eyes CC's smiling face, and couldn't help but beam as well. She looked so beautiful with her golden hair framed by the morning sunlight. To him, she was almost angelic.

"Good morning, sir," he smirked, trying to hide his complete and utter adoration with a barb.

"Good morning, _maid,"_ she shot back with a satisfied grin.

They both chuckled, knowing that whatever else had changed, their fondness for insults hadn't.

Niles brought his other hand up and stroked her hair, smoothing it out where it had been tousled from their vigorous activities last night.

CC stroked the hand that lay on her waist and ran her fingers up his muscular arm. How strange it felt, to touch him so lovingly after twenty years of nothing but despising him.

Niles gave her a gentle kiss on the lips. It quickly deepened as she moaned and grabbed his hair, pulling him towards her. She couldn't get enough of him.

 _What's happened to me?_ CC thought. _One night of amazing sex can't possibly make you go this soft, can it? You'll be turning into a Disney princess next._

"I'll have to go downstairs and make breakfast soon." Niles broke the peaceful silence.

"Don't go! Stay here with me," CC made her best puppy dog face. Niles smirked.

"I'm sorry but the Sheffields need their breakfast. And soon a big fat witch will be coming in, and she'll need coffee."

CC lost her cute expression and looked pained. "Niles, please don't say that, I've never been able to get over how much weight I gained last year… I felt like a whale and I really hated myself… It makes me feel so hideous when you say that." She buried her face in her hand and shook with sobs.

Niles looked panicked.

"CC, darling, please don't cry. I'm so sorry I ever said that. You know I didn't mean it, I was just putting my foot in my mouth as usual and being an idiot. You're absolutely beautiful-"

CC giggled, then lifted her face from her hands to reveal that she hadn't actually been crying.

"Oh you silly old man! Can you be more gullible?" She gave a deep throaty chuckle, the one he loved so much.

Niles smacked her lightly on the arm, more impressed than annoyed by her acting skills. He had always loved this side of her, the side that was a little sharp and wicked. After all, he has been on the receiving end of many of her pranks.

"You witch! You tricked me!" he said in a fake angry tone. "This deserves punishment."

He proceeded to tickle her mercilessly.

"AH NILES STOP!" CC wheezed.

Niles happily abandoned his tickling in favour of more kissing, and soon CC was moaning again and begging him to stay.

With the greatest difficulty, Niles pried himself away from the beautiful blonde and began getting dressed.

"I am truly sorry, dear, but duty calls. Wait a while, take a shower and I'll contact you on the intercom when the coast is clear."

"See you soon, butler boy," CC grinned slyly. He gave her a quick peck on the lips and left the room.

CC lay lazily on the bed. She smiled to herself again, thinking of Niles and how so much had changed in a few short hours. What else would change over the next few days, weeks, months? Little did she know, she was far from over the hill; in fact, the best years of her life were still ahead of her.


End file.
